AMENDMENT NO. 7 TO THE AMENDED AND RESTATED
PARTICIPATION AGREEMENT
Franklin Xxxxxxxxx Variable Insurance Products Trust
Franklin/Xxxxxxxxx Distributors, Inc.
MetLife Insurance Company of Connecticut
MetLife Investors Distribution Company
Franklin Xxxxxxxxx Variable Insurance Products Trust (the "Trust"),
Franklin/Xxxxxxxxx Distributors, Inc. (the "Underwriter," and together with the
Trust, "we" or "us"), MetLife Insurance Company of Connecticut (the "Company"
"you" or "your") and MetLife Investors Distribution Company, your distributor,
on your behalf and on behalf of certain Accounts, (individually a "Party",
collectively, the "Parties") have previously entered into an Amended and
Restated Participation Agreement dated May 1, 2004 and subsequently amended
May 2, 2005, October 20, 2005, June 5, 2007, November 10, 2008, October 5, 2010
and January 15, 2013 (the "Agreement") The Parties now desire to amend the
Agreement by this amendment (the "Amendment"). Unless otherwise indicated, the
terms defined in the Agreement shall have the same meaning in this Amendment.
AMENDMENT
WHEREAS, the Trust, the Underwriter and MetLife Investors Insurance Company
(MLI) have previously entered into a Participation Agreement dated September 1,
2000, as amended (the "MLI Participation Agreement");
WHEREAS, the Trust, the Underwriter and MetLife Investors USA Insurance
Company (MLI USA) have previously entered into a Participation Agreement dated
November 1, 2005, as amended (the "MLI USA Participation Agreement");
WHEREAS, upon the closing (the "Closing") of the transactions contemplated
by that certain Agreement and Plan of Merger, dated August 13, 2014, between
MLI, MLI USA and the Company, MLI and MLI USA will merge into the Company, such
merger currently scheduled to be effective following the close of business on
November 14, 2014 (the "Merger"). As the surviving entity of the Merger, the
Company will become the depositor and issuer of the variable separate accounts
("Separate Accounts") of both MLI and MLI USA;
WHEREAS, following the Closing, the Company will be changing its name to
MetLife Insurance Company USA and changing its state of domicile from
Connecticut to Delaware;
WHEREAS, the Parties wish to: (i) add the Separate Accounts and the
underlying investment portfolios for the Separate Accounts of MLI USA and MLI to
the Agreement; and (ii) terminate the MLI USA Participation Agreement and MLI
Participation Agreement and any related agreements with the Trust and the
Underwriter, simultaneously effective as of the Closing.
MetLife CT Amd #7 to FPA 2014-10-08
NOW, THEREFORE, in consideration of past and prospective business
relations, the Parties agree to amend the Agreement as follows:
1. Paragraph 3.3.1 of Section 3.3 of the Agreement is deleted and
replaced in its entirety with the paragraph 3.3.1 below:
"3.3 MANUAL PURCHASE AND REDEMPTION
3.3.1 You are hereby appointed as our designee for the sole
purpose of receiving from Contract owners purchase and exchange orders
and requests for redemption resulting from investment in and payments
under the Contracts that pertain to subaccounts that invest in
Portfolios ("Instructions"). "Business Day" shall mean any day on
which the New York Stock Exchange is open for trading and on which the
Trust calculates its net asset value pursuant to the rules of the SEC
and its current prospectus. "Close of Trading" shall mean the close of
trading on the New York Stock Exchange, generally 4:00 p.m. Eastern
Time. You represent and warrant that all Instructions transmitted to
us for processing on or as of a given Business Day (the "Designated
Day") shall have been received in proper form and time stamped by you
prior to the Close of Trading on the Designated Day. Such Instructions
shall receive the Portfolio share price next calculated following the
Close of Trading on the Designated Day (the "Designated Day Price"),
provided that we receive the Instructions from you before 9:00 a.m.
Eastern Time on the Business Day following the Designated Day (the
"Submission Time"). Any such Instructions that we receive after the
Submission Time may, but are not guaranteed to, receive the Designated
Day Price. You assume responsibility for any loss to a Portfolio
caused by our receipt of Instructions after the Submission Time,
including but not limited to, losses caused by such Instructions
receiving the Designated Day Price, or any cancellation or correction
made subsequent to the Submission Time. You will immediately pay the
amount of such loss to a Portfolio upon notification by us. You
represent and warrant that you have, maintain and periodically test,
procedures and systems in place reasonably designed to prevent
Instructions received after the Close of Trading on a Designated Day
from being executed with Instructions received before the Close of
Trading on that Designated Day."
2. Paragraph 3.4.3 of Section 3.4 of the Agreement is deleted and
replaced in its entirety with the paragraph 3.4.3 below:
"3.4 AUTOMATED PURCHASE AND REDEMPTION
3.4.3 On each Business Day, you shall aggregate all purchase and
redemption orders for shares of a Portfolio that you received prior to
the Close of Trading. You represent and warrant that all orders for
net purchases or net redemptions derived from Instructions received by
you and transmitted to Fund/SERV for processing on or as of a given
Business Day (the "Designated Day") shall have been received in proper
form and time stamped by you prior to the Close of Trading on the
Designated Day. Such orders shall receive the Portfolio share price
next
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calculated following the Close of Trading on the Designated Day (the
"Designated Day Price"), provided that we receive Instructions from
Fund/SERV by 9:00 a.m. Eastern Time on the Business Day following the
Designated Day (the "Submission Time"). Any such Instructions that we
receive after the Submission Time may, but are not guaranteed to,
receive the Designated Day Price. You assume responsibility for any
loss to a Portfolio caused by our receipt of Instructions after the
Submission Time including, but not limited to, losses caused by such
Instructions receiving the Designated Day Price, or any cancellation
or correction made subsequent to the Submission Time. You will
immediately pay the amount of such loss to a Portfolio upon
notification by us. You represent and warrant that you have, maintain
and periodically test, procedures and systems in place reasonably
designed to prevent Instructions received after the Close of Trading
on a Designated Day from being executed with Instructions received
before the Close of Trading on that Designated Day."
3. Schedules. Effective as of the Closing, Schedules A, B, C, D and G of
---------
the Agreement are deleted and replaced in their entirety with the
Schedules A, B, C, D and G attached hereto, respectively.
4. Effective Date. The Parties agree that this Amendment is contingent
--------------
upon, and shall not be effective until, the Closing of the Merger and
shall take effect automatically upon the Closing. If the Closing shall
not have occurred by December 31, 2014, this Amendment shall terminate
and shall be of no further force or effect.
5. All other terms and provisions of the Agreement not amended herein
shall remain in full force and effect.
IN WITNESS WHEREOF, each of the Parties has caused its duly authorized
officers to execute this Amendment as of October 8, 2014.
The Trust: FRANKLIN XXXXXXXXX VARIABLE INSURANCE
ONLY ON BEHALF OF EACH PRODUCTS TRUST
PORTFOLIO LISTED ON
SCHEDULE C OF THE
AGREEMENT. By: /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President
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The Underwriter: FRANKLIN/XXXXXXXXX DISTRIBUTORS, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Vice President
The Company: METLIFE INSURANCE COMPANY OF CONNECTICUT
By: /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
The Distributor: METLIFE INVESTORS DISTRIBUTION COMPANY
By: /s/ Xxxxxx Xxxxxx
---------------------------------
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
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SCHEDULE A
THE COMPANY AND ITS DISTRIBUTOR
THE COMPANY
MetLife Insurance Company USA
00000 Xxxxx Xxxxxxxxx Xxxxx Xxxx
Xxxxxxxxx, XX 00000
A life insurance company organized under Delaware laws.
THE DISTRIBUTOR
MetLife Investors Distribution Company
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
A corporation organized under Missouri laws.
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SCHEDULE B
ACCOUNTS OF THE COMPANY
SEC REGISTRATION
NAME OF ACCOUNT YES/NO
--------------- ------------------
MetLife of CT Fund UL for Variable Life Insurance Yes
MetLife of CT Fund UL III for Variable Life Insurance Yes
MetLife of CT Separate Account CPPVUL 1 No
MetLife of CT Separate Account Eleven for Variable Annuities Yes
MetLife of CT Separate Account QPN for Variable Annuities No
MetLife Investors USA Separate Account A Yes
MetLife Investors USA Variable Life Account A Yes
MetLife Investors Variable Annuity Account One Yes
MetLife Investors Variable Life Account One Yes
MetLife Investors Variable Life Account Eight No
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SCHEDULE C
AVAILABLE PORTFOLIOS AND CLASSES OF SHARES OF THE TRUST
1. Franklin Income VIP Fund - Class 2
2. Franklin Mutual Global Discovery VIP Fund - Class 2
3. Franklin Mutual Shares VIP Fund - Class 1 and Class 2
4. Franklin Rising Dividends VIP Fund - Class 2
5. Franklin Small Cap Value VIP Fund - Class 2
6. Franklin Small-Mid Cap Growth VIP Fund - Class 2
7. Xxxxxxxxx Developing Markets VIP Fund - Class 2
8. Xxxxxxxxx Foreign VIP Fund - Class 1 and Class 2
9. Xxxxxxxxx Global Bond VIP Fund - Class 1 and Class 2
In addition to portfolios and classes of shares listed above, any additional
Portfolios and classes of shares other than Class 3 shares are included in this
Schedule C listing provided that:
(1) the General Counsel of Franklin Xxxxxxxxx Investments receives from a
person authorized by you a written notice in the form attached (which
may be electronic mail or sent by electronic mail) ("Notice")
identifying this Agreement as provided in the Notice and specifying:
(i) the names and classes of shares of additional Portfolios that you
propose to offer as investment options of the Separate Accounts under
the Contracts; and (ii) the date that you propose to begin offering
Separate Account interests investing in the additional Portfolios
under the Contracts; and
(2) we do not within ten (10) Business Days following receipt of the
Notice send you a writing (which may be electronic mail) objecting to
your offering such Separate Accounts investing in the additional
Portfolios and classes of shares under the Contracts.
Provided that we do not object as provided above, your Notice shall amend,
supplement and become a part of this Schedule C and the Agreement.
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FORM OF NOTICE PURSUANT TO SCHEDULE C OF PARTICIPATION AGREEMENT
To: General Counsel c/o
Xxxxx Xxx (Xxxx@xxx.xxx;) or Xxxxx Xxxxxxxx (xxxxxxx@xxx.xxx)
Fax: 000 000-0000
Franklin Xxxxxxxxx Investments
0 Xxxxxxxx Xxxxxxx,
Xxxx. 000, 0xx Xxxxx
Xxx Xxxxx, XX 00000
With respect to the following agreement(s) (collectively, the "Agreement")
(please reproduce and complete table for multiple agreements):
DATE OF PARTICIPATION AGREEMENT:
INSURANCE COMPANY(IES):
INSURANCE COMPANY DISTRIBUTORS):
As provided by Schedule C of the Agreement, this Notice proposes to Franklin
Xxxxxxxxx Variable Insurance Products Trust, and Franklin/Xxxxxxxxx
Distributors, Inc. the addition as of the offering date(s) listed below of the
following Portfolios as additional investment options listed on Schedule C:
NAMES AND CLASSES OF SHARES OF ADDITIONAL PORTFOLIOS OFFERING DATE(S)
Listing of current classes for your reference:
Class 1 (no 12b-1 fee);
Class 2 (12b-1 fee of 25 bps);
Class 4 (12b-1 fee of 35 bps); or
Class 5 (12b-1 fee of 10 bps).
NAME AND TITLE OF AUTHORIZED PERSON OF INSURANCE COMPANY:
CONTACT INFORMATION:
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SCHEDULE D
CONTRACTS OF THE COMPANY
All variable life and variable annuity contracts issued by separate accounts
listed on Schedule B of this Agreement.
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SCHEDULE G
ADDRESSES FOR NOTICES
To the Company and Distributor: MetLife
Xxx Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attn: Legal Department
To the Trust: Franklin Xxxxxxxxx Variable Insurance Products Trust
Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Vice President
To the Underwriter: Franklin/Xxxxxxxxx Distributors, Inc.
000 Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
Xx. Xxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx, President
If to the Trust or Underwriter Franklin Xxxxxxxxx Investments
with a copy to: Xxx Xxxxxxxx Xxxxxxx, Xxxx. 000 0xx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
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